To Lessor: Aviation Financial Services Inc.
 c/o GE Capital Aviation Services
 201 High Ridge Road
 Stamford, Connecticut 06927
 Attention: Contracts Leader
 Facsimile: 203-357-4585
 Telephone: 203-357-3776
 Email: notices@gecas.com

 To Lessee: Compania Panamena De Aviacion, S.A.
 Avenida Justo Arosemena y Calle 39
 Aptdo. 1572
 Panama 1, Republic of Panama
 Attn: Executive President
 Facsimile number: 507-227-1952

or in each case to such other person or address or addresses as one party may
notify in writing to the other party. All other communications and any notice of
change of address shall be deemed


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to have been received (and reference herein to receipt by any party shall
include deemed receipt) by the party to whom it is addressed when received, in
the case of notice given facsimile, or on delivery, if delivered by reputable
courier service or by hand.

 (c) Governing Law. THIS AMENDMENT, SHALL IN ALL RESPECTS BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 (d) Severability. If any one or more of the provisions contained in this
Amendment or any document executed in connection herewith shall be invalid,
illegal or unenforceable in any respect under any law, the validity, legality
and enforceability of the remaining provisions contained herein shall not in any
way be affected or impaired.